Offerings // NOODLES & Co

NDLS offering history

Every offering-related filing in NOODLES & Co’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 823 filings back to Dec 29, 2003.

Last executed offering

Oct 23, 2018

424B2 — priced deal (shares or notes)

Last registration (announced)

May 25, 2018

S-3 — capacity, not a sale

Executed, last 12 months

424B pricings + 8-K 3.02 sales

Registered, last 12 months

S-1/S-3/F-series registrations

Date	Filing		What it means
Oct 23, 2018	424B2 →	EXECUTED	Prospectus supplement priced — shares or notes (large filers: often a bond deal)
Jul 30, 2018	424B2 →	EXECUTED	Prospectus supplement priced — shares or notes (large filers: often a bond deal)
Jul 23, 2018	424B2 →	EXECUTED	Prospectus supplement priced — shares or notes (large filers: often a bond deal)
Jun 8, 2018	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
May 25, 2018	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
May 25, 2018	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
May 17, 2017	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
May 17, 2017	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
May 5, 2017	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Apr 12, 2017	RW →	WITHDRAWN	Registration withdrawn
Apr 3, 2017	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Mar 14, 2017	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Feb 9, 2017	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Feb 9, 2017	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Mar 6, 2014	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Dec 9, 2013	424B4 →	EXECUTED	Final prospectus — offering priced (typical for IPOs and marketed share deals)
Dec 5, 2013	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Dec 2, 2013	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Nov 19, 2013	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Jun 28, 2013	424B4 →	EXECUTED	Final prospectus — offering priced (typical for IPOs and marketed share deals)
Jun 27, 2013	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Jun 26, 2013	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Jun 25, 2013	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Jun 20, 2013	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Jun 17, 2013	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Jun 14, 2013	FWP →	MARKETING	Free-writing prospectus — offering being marketed
May 30, 2013	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
May 23, 2013	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet

NDLS offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes— EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

Is a shelf active now? →Do they need money? →Red flags →Full NDLS workspace →

NDLS offering FAQ

When did NDLS last execute an offering?

Per SEC filings, NOODLES & Co's most recent priced offering document is a 424B2 filed 2018-10-23. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did NDLS last announce or register an offering?

The most recent registration is a S-3 filed 2018-05-25. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.